Statement of Beneficial Ownership (sc 13d)
May 09 2017 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Alltemp, Inc
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(Name of Issuer)
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Common Stock, $0.001 par value per share
(Title of Class of Securities)
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02012P106
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(CUSIP Number)
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David L. Ficksman, Esq.
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1801 Century Park East, Suite 1600
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Los Angeles, California 90067
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310-789-1290
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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April 27, 2017
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
o
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CUSIP
No. 02012P106
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1. Name
of reporting person: William Lopshire
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2. Check
the appropriate box if a member of a group (
See
instructions):
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(a) ☐
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(b) ☒
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3. SEC
use only:
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4. Source
of funds: OO
See
Instructions
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5. Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or (d): ☐
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6. Citizenship
or place or organization: United States
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Number
of shares beneficially owned by each reporting person with:
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7. Sole
voting power: 29,484,653
shares of Common Stock
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8. Shared
voting power:
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9. Sole
dispositive power: 29,484,653 shares of Common Stock
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10. Shared
dispositive power:
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11. Aggregate
amount beneficially owned by each reporting person:
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29,484,653
shares of Common Stock
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12. Check
if the aggregate amount in row 11, above, excludes certain shares (
See
Instructions): ☐
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13. Percent
of class represented by amount in row 11, above:
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16.2%
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14. Type
of reporting person (
See
Instructions):
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IN
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ITEM 1.
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SECURITY AND ISSUER
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Common Stock, $0.001 par value per share
Alltemp, Inc.
441 Nandy Drive
Roseburg, Oregon 97471
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ITEM 2.
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IDENTITY AND BACKGROUND
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This statement is being filed by William Lopshire (the “
Reporting
Person
”). The Reporting Person is the Issuer’s President. The principal business address for the Reporting Person
is 441 Nandy Drive, Roseburg, Oregon 97471. During the past five years, the Reporting Person has not been convicted in a criminal
proceeding nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a
result, of which the Reporting Person was or is not subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such
laws. The Reporting Person is a United States citizen.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The shares of the Issuer beneficially owned by the Reporting Person
were issued in connection with and as the merger consideration pursuant to the merger of CSES Group, Inc. (“CSES”)
into a wholly owned subsidiary of the Issuer. The Reporting Person was a shareholder of CSES.
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ITEM 4.
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PURPOSE OF TRANSACTION
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Reference is made to the disclosure set forth under Item 3.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Reference is made to the disclosure set forth under Items 1 and
3 of this Schedule 13D.
As of April 27, 2017, the Reporting Person owns directly 13,504,028
shares of Common Stock and options to acquire 15,980,625 shares. Based on 165,853,304 shares of Common Stock outstanding, as of
April 27, 2017, the Reporting Person beneficially owns approximately 16.2% of the shares of Common Stock outstanding.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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None.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May
5, 2017
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/s/
WILLIAM LOPSHIRE
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William Lopshire
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